EDWARD D. DiPRETE and Rodney M. Brusini were drifting apart.

Late in 1986, Brusini resigned as Governor DiPrete's finance chairman. Since their days in Cranston City Hall, Brusini had been DiPrete's principal fundraiser. But, Brusini said, a public scandal involving his role in the selection of state highway contractors had forced him to step aside.

The governor, who demanded loyalty from those under him, had publicly criticized his old friend's conduct. Years later, Brusini and other DiPrete aides would testify that it had been the governor who had directed them in the selection of state contractors.

After all their years together, an embittered Brusini later told prosecutors, DiPrete acted as if Brusini were "expendable.'' Brusini had been like a brother to the governor; now he was being replaced by DiPrete's son.

According to grand-jury testimony, Dennis L. DiPrete was supplanting Rodney Brusini as the governor's key fundraiser and the man who steered state contracts to campaign contributors. Dennis DiPrete's former companion told investigators that once, at Brusini's house, in Jamestown, she had witnessed the two men arguing; Dennis had shouted that he didn't trust Brusini.

Frank N. Zaino, the Cranston engineer and DiPrete fundraiser, later told a grand jury that the governor had dropped by his office and voiced concern that Brusini was skimming money. From now on, the governor told Zaino, deal with Dennis.

Edward DiPrete would later characterize the rift to investigators as a "periodic cooling'' between old friends.

Brusini continued to serve on DiPrete's campaign committee, but, Brusini later told investigators, he felt as though he had "political AIDS.''

Two people would help him regain DiPrete's favor, Brusini testified.

One was a con man and an embezzler. The other, court records show, was the governor's mistress.

JOSEPH MOLLICONE Jr., the president of the Heritage Loan & Investment Co., in Providence, personified the good life.

"Joe had a reputation,'' Rodney Brusini would tell the grand jury. "Everything he touched turned to gold.''

Brusini craved Mollicone's Midas touch. But he felt limited: he wasn't a banker, like Mollicone, or a big-shot lawyer, or a chief executive, or the scion of an industrial family. He was an insurance salesman who had worked his way up -- someone who had had to create his own opportunities.

Mollicone was so adept at charming people for their money or influence that one business partner referred to the practice as "a typical Joe Mollicone.''

Mollicone had gotten to know Brusini when Brusini was Governor DiPrete's finance chairman. In 1985 Mollicone and another businessman, Joseph M. Cerilli, had just bought and renovated the Old Providence Journal Building, and were trying to rent space to the state.

Cerilli later told the grand jury that he had approached a friend, H. James Field Jr., the chairman of DiPrete's political organization. Field, a successful businessman, had been a White House aide to Gerald Ford and was a former chairman of the Rhode Island Republican Party.

Cerilli testified that he had promised Field "a substantial contribution'' to secure a lease with the state. Field promised to check it out, Cerilli testified, and later Field reported that "we can help you'' -- for "a substantial contribution.''

One day, according to court records, Brusini said that Field pulled him aside after a State House meeting and advised him that the Rhode Island Housing and Mortgage Finance Corporation would be moving into the Old Providence Journal Building. Field told Brusini to collect $25,000 from Mollicone and Cerilli "in green,'' Brusini told investigators.

Brusini said that he confirmed the arrangement with DiPrete, according to court records. Over time, Brusini's recollection varied as to whether Field was present when Brusini said he had discussed the RIHMFC lease with the governor.

Field recently denied Brusini's allegations.

"I was absolutely not there, and I don't have any knowledge of any inappropriate acts,'' he told The Providence Journal.

According to the grand-jury testimony of Brusini, Mollicone, and Cerilli, the three men subsequently met for lunch at Capriccio, an expensive downtown restaurant. Looking dapper in a white-linen jacket, Brusini accepted envelopes of cash from the businessmen -- a total of $12,000 to $14,000.

Brusini gave the envelopes to DiPrete, he testified, and then updated Field. "Stay on top of them,'' Field responded, according to Brusini's testimony. About a week later, Brusini testified, he again met the two businessmen and collected more cash, which he also took to the governor.

In a 1993 interview with investigators, James Field said that he was unaware of any wrongdoing and that he wished to cooperate with the grand-jury investigation.

Six months later, questioned before the grand jury about the alleged payoffs, Field invoked his Fifth Amendment right against self-incrimination and declined to testify.

"RODNEY BRUSINI was always looking for money,'' Joseph Mollicone told the state police.

Brusini also made it clear, said Mollicone, that anybody who wanted something from state government had to pay. In the process, Brusini profited from his position.

According to court records, a contractor seeking state work landscaped the yard of Brusini's water-view house in Jamestown at no charge; another contractor built him a deck.

Brusini also became a "consultant'' to Wall Street underwriters seeking lucrative Rhode Island bond work. One paid him $2,000 a month, according to court records; another paid him $1,500 a month, even though, Brusini testified, "I was not an expert in the field.''

Brusini testified that an executive at Bear, Stearns, a major Wall Street underwriter, thought he could raise $20,000 to $25,000 over the course of the year from his partners for the DiPrete campaign, if he could gain a "foothold'' in Rhode Island.

DiPrete agreed, Brusini told the grand jury, and Bear, Stearns "began to get involved.'' Subsequently, Brusini testified, he became a consultant for Bear, Stearns, receiving $2,000 a month "to make them aware'' of upcoming bond issues in Rhode Island.

The Bear, Stearns executive told the Rhode Island State Police that he had discussed bond work with both Brusini and DiPrete, but he denied any quid pro quo.

A Bear, Stearns spokeswoman has said that the company had no knowledge of Brusini's assertions, pointing out that they involved allegations from a long time in the past. She said that the executive no longer worked for the firm.

IN THE LATE 1980s, Rodney Brusini and Joseph Mollicone began spending more time together, at meetings, lunches, golf dates.

Brusini was leading the life of an entrepreneur. He invested in real estate, building his reported net worth to $1.4 million, according to court records; in 1990, his reported income was $175,000.

Still, Brusini lacked the capital of some of his more affluent partners, and he borrowed heavily from friends and business associates to keep his enterprises afloat -- more than $500,000 altogether, court records show.

Mollicone began cutting Brusini in on some of his real-estate ventures. Brusini reciprocated, both men later testified, by helping to secure state tenants for two Providence office buildings in which the men had invested.

In 1988 Mollicone told Brusini that he was interested in buying the Rosemac Building, at 160 Pine St., and asked him to check with the governor about getting a state tenant. Brusini became a silent partner, court documents show; according to Mollicone, Brusini wanted his involvement concealed until the lease was "signed, sealed, and delivered.''

Brusini told Governor DiPrete of his financial stake, he testified, and asked about getting a state tenant; the governor said it would be possible -- for a $20,000 contribution. The state Department of Elderly Affairs subsequently moved into the Rosemac Building, and Brusini testified that he delivered $10,000 in cash from Mollicone to DiPrete. The rest of the money was never requested or paid, Brusini testified.

Mollicone also invited Brusini to join a partnership that was going to buy the Jesse Metcalf Building, an old mill in downtown Providence. It was one of Mollicone's most ambitious ventures yet; Brusini later called it "a grand scheme.''

Mollicone chose his partners carefully for the Pine Street Realty Trust, he later told the grand jury. Robert Weisberg, an executive at Fleet National Bank, could help with financing. Matt Marcello, a partner in the prominent Providence law firm of Hinckley, Allen, Snyder & Comen, could do the legal work. Henry Fazzano, a businessman, had both money and connections; he had been a top Providence mayoral aide before becoming Governor DiPrete's director of economic development. Joseph DiBattista and Edward Ricci were successful businessmen who had invested in other Mollicone ventures.

And Rodney Brusini could help deliver a state tenant.

Mollicone asked Brusini about getting the state Department of Employment Security, which was looking for a new home. According to his grand-jury testimony, Brusini told the governor that his partnership would be bidding on the lease.

" 'I won't stand in your way,' '' Brusini recalled the governor saying -- provided the bid was competitive.

Brusini said that he pointed out to the governor that the Pine Street Realty partners would be supportive of DiPrete's reelection campaign.

"How supportive?'' asked DiPrete, according to Brusini's testimony.

Although the legal limit for an individual's campaign contribution was $2,000, Brusini testified that he told the governor that each partner could contribute about $5,000 to $7,000 -- about $50,000 altogether.

Brusini and Mollicone testified that their other partners grumbled about the expected payments. These other Pine Street partners have denied knowledge of any payment arrangement.

Brusini testified that each of the partners contributed $1,000 in cash to the governor, at a lunch at Providence's University Club. The only people who attended this May 24, 1988, fundraiser, according to the prosecutors' review of DiPrete campaign records, were the Pine Street partners.

That same month, Henry Fazzano later told the authorities, he gave Brusini a $2,000 check, which was converted into "an unreported campaign contribution,'' according to a prosecutor's memo. The memo says that Fazzano provided the investigators with a copy of the check, which had been cashed by Brusini; but Fazzano denied knowledge of any arrangement for payments in exchange for the lease with the state.

Ultimately, Brusini testified, the Pine Street partners raised about $30,000 for DiPrete -- and the Department of Employment Security moved into the Metcalf Building.

JOSEPH MOLLICONE testified that at a surprise birthday party for the head of Employment Security, at the Roger Williams Park Casino, Governor DiPrete assured Mollicone that he would do all he could to help with the lease.

Mollicone also testified that at a fundraiser at the governor's house, DiPrete had told him, "You're Rod's [Brusini's] new fair-haired friend.''

Not that Mollicone fully trusted Brusini. Mollicone told the grand jury that although Brusini often complained about a shortage of funds, his lifestyle never seemed to suffer.

Brusini liked classic cars -- at various times he owned matching red and black Thunderbirds and a 1962 Cadillac Eldorado -- and expensive restaurants, such as the Capital Grille. He played tennis once a week at the Cranston Tennis Club; he belonged to the Aurora Civic Association, the Federal Hill preserve of many of the state's power brokers; and he was a member of the Metacomet Country Club, in East Providence, where he sported a respectable 6 or 7 handicap.

According to court records, Mollicone advanced Brusini money so that Brusini could pay his partnership expenses in the Pine Street Realty Trust, and used funds from his bank to help pay the tuition of Brusini's son at Cornell University.

Mollicone testified that he had wondered whether Brusini was skimming some of the cash Mollicone had given him to secure the state as a tenant in their buildings.

Once, Mollicone recalled, he went to the State House with Pine Street partners Brusini and Fazzano to deliver an envelope containing a few thousand dollars for the DiPrete campaign. He testified that he handed the envelope to Brusini, who slipped it in his pocket and went into the governor's office alone.

"I don't know that he gave him the money,'' Mollicone told the grand jury, "other than the governor's being very attentive to me when I met him on a half a dozen different occasions.''

JOSEPH MOLLICONE'S success in getting state tenants didn't go unnoticed. One day in 1990 businessman Carl Marcello, an owner of the Foundry mill complex, in Providence, bumped into Mollicone at the cleaner's, on Federal Hill. The two men went and got coffee. Marcello later told the grand jury that he had complained to Mollicone about how all the good state leases were going to him; Marcello desperately wanted one, too.

Mollicone told Marcello that Brusini was "the guy'' to see for a lease with the state.

Marcello testified that he subsequently went to see Brusini, at his office at the F. A. DiPrete agency, and asked to have the state Department of Environmental Management move into the Foundry.

Brusini told the grand jury that he relayed Marcello's interest to Governor DiPrete, who said he wasn't sure whether the DEM would be moving; consequently, DiPrete wasn't sure what he could do for Marcello. But, said Brusini, DiPrete asked what Marcello could do for him; the governor suggested a payment of $35,000.

Marcello and Brusini met again at F. A. DiPrete. Brusini wrote a number on a piece of paper, Marcello testified -- "25'' or "35'' -- and slid it across his desk. Both men told the grand jury that Marcello subsequently gave Brusini a $5,000 cash "down payment.''

Later, when the DEM's plans to move fell through, Brusini and Marcello testified that Brusini returned the money.

Brusini testified that when he told DiPrete he was going to return Marcello's money, DiPrete said, "Well, has he asked for it back?''

AFTER RODNEY BRUSINI'S resignation, in 1986, as DiPrete's finance chairman, it was more than money that brought him back into the governor's good graces, Brusini told the investigators.

Brusini testified that in the final years of the DiPrete administration -- 1989 and 1990 -- he helped the governor carry on an extramarital affair with one of DiPrete's aides, Sandra C. Sullivan.

An outgoing woman in her 30s, Sullivan had met DiPrete when he was mayor of Cranston. She was the assistant manager at the Rolfe Street branch of Citizens Bank, where she had handled his personal accounts.

Sullivan became a campaign volunteer and, after DiPrete became governor, was hired at his urging for a high-level job at the state housing agency. The governor gave her rŽsumŽ to the agency's director, who didn't interview anyone else for the job.

Sullivan's hiring became controversial after DiPrete's chief of staff, Robert D. Murray, was indicted for having obtained an improper state mortgage. Sullivan had handled his loan application at Citizens. Murray was ultimately acquitted after Sullivan testified that she had made a mistake on the application.

The governor stood by Sullivan in the face of criticism by his political opponents. Her hiring, he said, reflected his desire to encourage employment of more women in state government.

In 1988 Sullivan moved to the governor's staff, and the next year she was promoted to deputy chief of staff, with a salary of $57,000 a year. From her office, adjacent to the governor's, she managed his schedule and the politically sensitive task of distributing low-number license plates, a coveted commodity in Rhode Island. Brusini testified that Sullivan also reviewed, with the governor, campaign contributions from state vendors.

Sometime after she came to work for the governor, Brusini testified, Sullivan and DiPrete -- both married -- became romantically involved.

Sullivan would later deny an affair to the grand jury, according to a state-police memo contained in court records; the memo says that when Sullivan was again asked about an affair, in a state-police interview, her lawyer refused to let her answer.

Two other witnesses -- Roger Messier, a DiPrete friend and fundraiser, and Alane Frezza, a friend of Sullivan's -- confirmed the affair to investigators, according to court records.

EDWARD DiPRETE and Sandra Sullivan would meet discreetly, often at out-of-state hotels, according to Rodney Brusini.

At first, DiPrete relied on Roger Messier to arrange for the rooms. But as the rendezvous grew more frequent, Messier found it hard to take the time away from work, Brusini testified -- so the governor turned to Brusini.

Brusini testified that on weekdays the governor would call him and say he wanted to take some time out that afternoon. Brusini would ask where he felt comfortable. Often, it would be the Days Inn in Mansfield, Mass., or one of the fancy hotels on Boston's waterfront -- the Boston Harbor Hotel or the Boston Marriott-Long Wharf. The couple would also meet just a block from the State House, at the Providence Marriott -- the hotel that had long served as Election Night headquarters for the Republicans.

Brusini would drive to the designated hotel ahead of time, he testified, and register in his name; then he would pick up the governor and drive him there. DiPrete would call Sullivan from the State House or from the car, Brusini told the grand jury, and tell her where to meet him.

Usually, Brusini would walk through the lobby with DiPrete, in case DiPrete was recognized; it might seem strange, said Brusini, for the governor to be floating around a hotel by himself.

In the spring of 1989, DiPrete appointed Brusini to the state Board of Elections, a patronage prize that paid $36,000 a year and carried a 14-year term. Brusini would later tell prosecutors that the job was a reward -- for his fundraising efforts and for his assistance with Sandra Sullivan.

ONE PARTICULAR SATURDAY in the life of the governor stood out, as Brusini described it to the grand jury.

The day began, Brusini testified, with DiPrete and Sullivan meeting at a hotel in Mansfield, Mass.

Later, as he drove the governor back to Cranston, Brusini testified that he handed DiPrete an envelope with $10,000 in cash. It was the payoff from Mollicone, Brusini told the grand jury, for the state Department of Elderly Affairs' rental of the Rosemac Building.

Brusini testified that he dropped the governor off at the F. A. DiPrete agency, on Cranston's Reservoir Avenue. A few days later, Brusini testified, when he saw DiPrete at the State House, the governor recounted what had happened next:

DiPrete had gone to Walt's Roast Beef, next door to the DiPrete agency, and bought a sandwich; then he sat in his car and ate it. Driving home, he couldn't find the envelope and realized he had thrown the $10,000 away. He hurried back to Walt's and rummaged through the trash to find it.

"He thought it was a pretty funny story,'' Brusini told the grand jury. "And I said, "Well, easy come, easy go, I guess.' ''

THE GOLDEN '80s ended hard for Rodney Brusini and Edward DiPrete.

In the fall of 1990, state bank examiners discovered that Joseph Mollicone's financial empire was built on a fraud -- over the years, the banker had embezzled $13 million from his Heritage Loan & Investment Co.

Not long after the discovery, Mollicone vanished, leaving in his wake a statewide banking crisis.

The crisis and Mollicone's embezzlement would eventually undermine Brusini's own empire. After the banker disappeared, Brusini, who owed several hundred thousand dollars on business loans, saw his investments with Mollicone founder.

It was also a bad time for Governor DiPrete as he approached his campaign for a fourth term. The once-popular governor was now dogged by a weakening economy and questions concerning his administration's ethics -- a recent Providence Journal series had raised questions about political favoritism at the state Public Building Authority.

During the campaign, Brusini testified, Dennis DiPrete came to him about raising some "cash money'' to hire a private detective to try to dig up dirt on his father's opponent, Bruce Sundlun. Brusini told the grand jury that the younger DiPrete asked him if he knew anyone interested in buying a four-digit license plate for $2,500.

License plates were also on other people's minds after Governor DiPrete lost the election, another aide told investigators.

Bernard Gemma, an administrative assistant to the governor, told the investigators that part of his job had been to deliver low-number license plates to big campaign contributors, under the direction of Sandra Sullivan. Gemma said that he had seen Sullivan consult the governor on which contributors would receive plates, according to how much they had given. The going rate for a four-digit plate was $2,500, Gemma told the investigators.

Gemma described a day in late December 1990 when Sullivan called the state prison to order a last batch of plates. Later, as the governor's departing staffers cleaned out their desks, a box of about 100 license plates arrived in the governor's office. Sullivan ordered a desk cleared off and proceeded to divide them up:

Three- and four-digit plates went to members of DiPrete's family and his confidants. Number 218 was for Edward DiPrete's new Buick; it is registered, according to Division of Motor Vehicles records, to the F. A. DiPrete agency.

Gemma called it "the last hurrah.''

EARLY IN 1991, with Edward DiPrete out of office, Rodney Brusini's world was closing in.

He had recently separated from his wife of 29 years, after beginning an affair with a woman who worked at the Board of Elections, where Brusini had a seat. He was deep in debt and facing both civil lawsuits and a criminal investigation into his dealings with Joseph Mollicone Jr.

That spring, Brusini was living in a condominium in South Kingstown. One afternoon, his friend Henry Fazzano called 911 to report that Brusini was ill; he seemed "very drugged,'' according to a transcript of the call.

"I know he was despondent,'' said Fazzano, "and I know that he took something.''

Brusini was rushed to South County Hospital. He had suffered a drug overdose.

Fazzano recently told The Providence Journal that his memory of that day is hazy. He said that he remembers going to Brusini's condominium, and that, when he found the door locked, he was so concerned that he got a custodian to let him in. But Fazzano said he couldn't recall why he had come by Brusini's, or why he had been worried about him.

Inside, Fazzano said, he found an ill-looking Brusini in bed, and called for an ambulance. Fazzano said that he couldn't recall what he and Brusini talked about, but that Brusini didn't mention suicide, and Fazzano didn't ask.

According to Edward DiPrete, a shaken Fazzano went to DiPrete's office in Cranston later that day and described what had happened.

That night, as Brusini recuperated, Edward and Dennis DiPrete went to the hospital to see him. They were confronted by an upset Janice Brusini, Rodney's estranged wife, and left without seeing him.

Later, after Brusini had begun cooperating with the authorities in the DiPrete investigation, he would say that he believed the DiPretes might have spread a rumor that he had attempted suicide, according to court records.

Brusini insisted to the prosecutors that he had not tried to kill himself. His overdose had been the result of a "bad mix'' of prescription pills and alcohol, according to prosecution notes. Brusini also said that his friend Henry Fazzano thought that Brusini was trying to do "something'' to his body. Fazzano told The Providence Journal he couldn't recall what he had said to Brusini.

Brusini continued to work at F. A. DiPrete, but his relationship with Edward DiPrete continued to deteriorate.

By late 1991, DiPrete had gotten wind of the state's investigation and met with the attorney general, James E. O'Neil. According to a detective's notes on the meeting, the attorney general asked the former governor how he would feel if Rodney Brusini were sitting in O'Neil's office the next week.

DiPrete replied, "I have nothing to worry about from Rod Brusini.''

FOUR WEEKS LATER, in January 1992, Rodney Brusini began his long dance with the prosecutors.

By the fall of 1992 Brusini had quit the F. A. DiPrete agency, after 20 years. DiPrete would later sue Brusini, accusing him of stealing insurance clients.

A year later, the state's top prosecutors gathered in the office of the new attorney general, Jeffrey B. Pine, to discuss Brusini's fate.

The prosecutors had previously been prepared to indict Brusini, because he was slow to give them full cooperation. "Charge him!'' wrote James W. Ryan, chief of the criminal division, in notes he took at a meeting.

Now, in the fall of '93, the prosecutors' sentiment had changed. J. Richard Ratcliffe, who had worked on the case since the beginning, argued that the state needed Brusini's testimony in order to indict DiPrete; if the prosecutors charged Brusini, they risked losing him as a witness. Besides, it could take two years to bring Brusini to trial, a delay that would jeopardize the DiPrete case.

Ryan, the criminal-division chief, still feared that Brusini's alleged perjury would come back to haunt them. "We'll hear it til [sic] we're sick,'' he wrote.

Nevertheless, Ryan believed there was inherent strength in the DiPrete case, because much of the money in question was easily traceable. The case, he said, was like a mosaic. There was a pattern of corruption dating back to DiPrete's days in Cranston. Contractors had admitted making payoffs; they had gotten state work. And the governor had exercised tight control over the selection of state contractors, according to the testimony of Brusini and other witnesses. Brusini, for all his baggage, had been by DiPrete's side for years.

The cumulative weight of the evidence, Ryan argued, would be enough to get a jury "over the bridge.''

On Feb. 3, 1994 -- shortly before Rodney Brusini received immunity and went before the grand jury that would be the first to indict a Rhode Island governor -- Ryan met with Brusini.

Although Brusini was still being "quite vague'' in some areas, Ryan wrote in a memo, "I suspect we'll go with him.''

Still, Ryan had a final warning:

"I emphasized to him how important it was that he tell us what he knows and not 'play the game.' If he does, it will inevitably lead to his destruction on the witness stand.''